**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **Washington,
        D.C. 20549**
 
 **FORM
        10-KSB**
 **MARK
        ONE:**
 
 x
              Annual
                  Report Under Section 13 or 15(d) of the Securities Exchange Act
                  of
                  1934.
 For
        the
        Fiscal year ended December 31, 2006
 
 o
              Transition
                  Report Under Section 13 or 15 (d) of the Securities Exchange Act
                  of
                  1934
 For
        the
        transition period from __________ to _____________.
 
 Commission
        file number 0-20726
 
 **Kent
        International Holdings, Inc.**
 (Exact
        name of small business issuer as specified in its charter)
 
 Nevada
              
              20-4888864(State
                  or other jurisdiction of incorporation or organization)
              
              (I.R.S.
                  Employer Identification No.)376
                  Main Street, P.O. Box 74, Bedminster, New Jersey
              
              07921(Address
                  of principal executive offices)
              
              (Zip
                  Code)
 
 Issuer’s
        telephone number (908)
        234-1881
 
 Securities
        registered under Section 12(b) of the Exchange Act:
 None
 
 Securities
        registered under Section 12(g) of the Exchange Act:
 
 Common
        Stock, par value $.002 per share
 (Title
        of
        Class)
 
 Check
        whether the issuer is not required to file reports pursuant to Section 13
        or
        15(d) of the Exchange Act. o
 
 Check
        whether the issuer (1) filed all reports required to be filed by Section
        13 or
        15(d) of the Exchange Act during the past 12 months (or for such shorter
        period
        that the registrant was required to file such reports), and (2) has been
        subject
        to such filing requirements for the past 90 days.  Yes x  No o
 
 Check
        if
        there is no disclosure of delinquent filers in response to item 405 of
        Regulation S-B contained in this form, and no disclosure will be contained,
        to
        the best of registrant’s knowledge, in definitive proxy or information
        statements incorporated by reference in Part III of this Form 10-KSB or any
        amendment to this Form 10-KSB. x
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act).  Yes x  No o
 
 The
        issuer’s revenues for the fiscal year ended December 31, 2006 were approximately
        $564,000.
 
 As
        of
        February 28, 2007, there were 3,569,956 shares of common stock outstanding.
        The
        aggregate market value of the common stock held by non-affiliates of the
        issuer,
        based upon the closing sale price on The Pink Sheets on February 28, 2007,
        was
        approximately $4.3 million.
 
 Transitional
        Small Business Disclosure Format Yes o No x
 
 Portions
        of the following documents are incorporated by reference in this Report on
        Form
        10-KSB:
 
 1.
              Information
                  required under Part III of this report is incorporated by reference
                  from
                  the Registrant’s Information Statement for the Registrants Annual Meeting
                  of Stockholders to be held on May 21,
                  2007.
  
 
  **PART
        I**
 **Item
                  1.**-
              **DESCRIPTION
                  OF BUSINESS**
 
 **General**
 
 Except
        for the historical information contained herein, the matters discussed in
        this
        Annual Report on Form 10-KSB are forward-looking statements that involve
        risks
        and uncertainties. For a discussion of certain factors which may affect the
        outcome projected in such statements, see Item 6 (“Management’s Discussion and
        Analysis of Financial Condition and Results of Operations”) of this Annual
        Report, as well as factors noted in the balance of this Item 1 (“Description of
        Business”). Actual results may differ materially from those projected. These
        forward-looking statements represent the Company’s judgment as of the date of
        the filing of this Annual Report. The Company disclaims, however, any intent
        or
        obligation to update these forward-looking statements.
 
 **Background**
 
 Kent
        International Holdings, Inc. (“Kent International” or “Company”), previously
        known as Cortech, Inc. (“Cortech”), was a biopharmaceutical company whose
        primary focus had been the discovery and development of novel therapeutics
        for
        the treatment of inflammatory disorders. Cortech was incorporated in 1982
        in
        Colorado and reincorporated in Delaware in 1991. Specifically, Cortech had
        directed its research and development efforts principally toward protease
        inhibitors and bradykinin antagonists. Although these efforts produced certain
        intellectual property rights, these rights are currently recorded at nil
        value
        as the Company is not currently marketing them.
 
 In
        response to disappointing test results and its loss of collaborative partner
        support, Cortech implemented a series of workforce reductions which resulted
        in
        the Company having no compensated employees from 1999 until November 2005,
        and
        effectively discontinued all internal research and development activities.
        In
        addition, in 1998 Cortech decommissioned its laboratories and sold all of
        its
        remaining scientific, technical and office equipment. As a result of these
        actions, Cortech no longer had the staff or operative facilities required
        to
        conduct internal research and development activities.
 
 On
        May
        25, 2006, Cortech was reincorporated in Nevada by a merger with its wholly
        owned
        subsidiary, Kent International Holdings, Inc. The reincorporation effected
        a
        change in Cortech’s legal domicile from Delaware to Nevada and a change in the
        name from Cortech, Inc. to Kent International Holdings, Inc.
 
 On
        August
        9, 2006 and November 11, 2006, the Company incorporated in Nevada two wholly
        owned subsidiaries named Kent MediChem China, Inc. and Kent Laboratories
        China,
        Inc., respectively. These subsidiaries are currently inactive.
 
 **Business
        Development Activities**
 
 In
        November 2005, the Company hired Dr. Qun Yi Zheng as its President. Under
        Dr.
        Zheng, Kent International intends to pursue business opportunities in China
        and
        the United States. The Company may consider potential opportunities in a
        number
        of areas including outsourcing for U.S. companies, consulting for U.S. and
        non
        U.S. companies interested in cross-border business relationships, surveys
        of
        small businesses for sale in China and the U.S. and import/export distribution
        contracts.
  2
  **Social
        Networking Website**
 
 Kent
        International is developing a niche social networking website, www.chinauspals.com ,
        designed to promote cultural exchange between the citizens of the United
        States
        and those of the People’s Republic of China. Membership to the site will be
        free, thus, any potential revenues will be derived from advertisements placed
        on
        the site by third parties. The site will provide users with access to other
        users’ personal profiles and enable the user to send private messages to other
        registered users of similar interests in order to develop lasting friendships
        or
        simply attain a pen pal. Chinauspals.com will also feature user generated
        discussion forums and the ability to view content in both English and Simplified
        Chinese. A beta version of the site was launched in February 2007 and a fully
        operational version is expected to be launched by July 2007; however, possible
        technical, political and personnel issues may lead to delays beyond July
        2007.
 
 **Search
        for Business Partner**
 
 Additionally,
        the Company may use its available working capital, capital stock, debt or
        a
        combination of these to start a business or to effect a business combination
        with a company seeking to establish a public trading market for its securities
        while avoiding the time delays, significant expense, loss of voting control
        and
        other burdens including significant professional fees of an initial public
        offering. A business combination may be with a financially stable, mature
        company or a company that is in its early stages of development or growth,
        which
        could include companies seeking to obtain capital and to improve their financial
        stability.
 
 The
        Company will not restrict its search to any particular industry; rather,
        it may
        investigate businesses of essentially any kind or nature and participate
        in any
        type of business that may, in management's opinion, meet the business objectives
        as described in this report. The Company emphasizes that the description
        in this
        report of the business objective of seeking an operating business is extremely
        general and is not meant to restrict management discretion to seek and enter
        into potential business opportunities.
 
 The
        Company has not identified the particular business in which it will seek
        to
        engage, nor has it conducted any market studies with respect to any business
        or
        industry to evaluate the possible merits or risks of the target business
        or
        industry in which the Company ultimately may operate. To the extent the Company
        enters into a business combination with a financially unstable company or
        an
        entity in its early stage of development or growth, including entities without
        established records of revenues or earnings, or starts its own new business,
        the
        Company will become subject to numerous risks inherent in the business and
        operations of financially unstable and early stage or developing companies.
        In
        addition, to the extent that the Company effects a business combination with
        an
        entity in an industry characterized by a high level of risk or starts its
        own
        new business in such an industry, the Company will become subject to the
        currently unascertainable risks of that industry. An extremely high level
        of
        risk frequently characterizes certain industries that experience rapid growth.
        In addition, although the Company will endeavor to evaluate the risks inherent
        in a particular industry or target business, the Company cannot assure you
        that
        it will properly ascertain or assess all significant risk factors.
 
 *Sources
        of target businesses*
 
 Kent
        International anticipates that target business candidates may be brought
        to the
        Company’s attention from various unaffiliated sources, including securities
        broker-dealers, investment bankers, private equity groups, venture capitalists,
        bankers and other members of the financial community, who may present solicited
        or unsolicited proposals. The Company’s officers and directors and their
        affiliates may also bring to the Company’s attention target business candidates.
        The Company has entered into non-exclusive agreements with several finders
        and
        investment bankers specializing in Asian enterprises and may engage such
        firms
        in the future for which the Company may pay a finder's fee or other compensation
        if a transaction is completed.
  3
  *Selection
        of a target business and structuring of a business combination*
 
 The
        Company’s management will have significant flexibility in identifying and
        selecting a prospective target business. In evaluating a prospective target
        business, management may consider, among other factors, the
        following:
 
 ·
              the
                  financial condition and results of operation of the
                  target;
 ·
              the
                  growth potential of the target and that of the industry in which
                  the
                  target operates;
 ·
              the
                  experience and skill of the target's management and availability
                  of
                  additional personnel;
 ·
              the
                  capital requirements of the target;
 ·
              the
                  competitive position of the target;
 ·
              the
                  stage of development of the target's products, processes or
                  services;
 ·
              the
                  degree of current or potential market acceptance of the target's
                  products,
                  processes or services;
 ·
              proprietary
                  features and the extent and quality of the intellectual property
                  or other
                  protection of the target's products, processes or
                  services;
 ·
              the
                  regulatory environment of the industry in which the target
                  operates;
 ·
              the
                  prospective equity interest in, and opportunity for control of,
                  the
                  target; and
 ·
              the
                  costs associated with effecting a business
                  combination.
 
 These
        criteria are not intended to be exhaustive. Any evaluation relating to the
        merits of a particular business combination will be based, to the extent
        relevant, on the above factors as well as other considerations deemed relevant
        by the Company’s management in connection with effecting a business combination
        consistent with the Company’s business objective. In connection with the
        evaluation of a prospective target business, the Company anticipates that
        it
        will conduct an extensive due diligence review that will encompass, among
        other
        things, meetings with incumbent management and inspection of facilities,
        as well
        as a review of financial or other information that will be made available
        to
        us.
 
 **Risk
        Factors**
 
 *Our
        business development activities and website produce losses*
 
 The
        Company has had net losses of $84,000 and $212,000 in 2005 and 2006,
        respectively. At December 31, 2006, the accumulated deficit was $88,507,000. The
        Company does not expect that its business development activity or social
        networking website will generate any significant revenues for an indefinite
        period as these efforts are in their early stages. As a result, these activities
        will produce losses until such time as meaningful revenues are achieved.
 
 *Our
        social networking website might not be viewable in China and will continue
        to
        produce losses for an indefinite period.*
 
 We
        face
        the risk that our website will not be viewable in China or will be deliberately
        blocked by the government of the People’s Republic of China. Internet usage and
        content are heavily regulated in China and compliance with these laws and
        regulations may cause us to change or limit our business practices in a manner
        adverse to our business.
  4
  *The
        expenses related to identifying a target business and to complete a business
        combination will increase the losses of the Company.*
 
 Until
        presented with a specific opportunity for a business combination, the Company
        is
        unable to ascertain with any degree of certainty the time and costs required
        to
        select and evaluate a target business and to structure and complete the business
        combination. Any costs incurred in connection with the identification and
        evaluation of a prospective target business with which a business combination
        is
        not ultimately completed will result in a loss to the Company and reduce
        the
        amount of capital otherwise available to complete a business combination
        and
        thereafter operate the acquired business. Kent International cannot assure
        you
        that it will be successful in identifying a target business and completing
        a
        business combination on terms favorable to its stockholders, if at
        all.
 
 *The
        tax treatment of a potential business combination is not
        clear.*
 
 The
        Company will endeavor to structure a business combination so as to achieve
        the
        most favorable tax treatment to it and to the target business and the
        stockholders of both companies. Kent International cannot assure you; however,
        that the Internal Revenue Service or appropriate state tax authorities will
        agree with the Company’s tax treatment of the business combination.
 
 *We
        have limited ability to evaluate the target business' management; we cannot
        anticipate what role, if any, the Company’s management will play in a combined
        business and whether our management has the necessary experience to manage
        the
        combined business; we do not know if we will be able to recruit more management
        if necessary.*
 
 Although
        the Company intends to carefully scrutinize the management of a prospective
        target business before effecting a business combination, it cannot assure
        you
        that its assessment of the target's management will prove to be correct.
        In
        addition, the Company cannot assure you that the target's future management
        will
        have the necessary skills, qualifications or abilities to manage a public
        company. Furthermore, the future role of the Company’s officers and directors,
        if any, in the target business cannot presently be stated with any certainty.
        While it is possible that one or more of the Company’s officers and directors
        will remain associated in some capacity following a business combination,
        it is
        uncertain whether all of them will devote their full efforts to the Company’s
        affairs after a business combination. Moreover, the Company cannot assure
        you
        that its officers and directors will have significant experience or knowledge
        relating to the operations of the particular target business.
 
 The
        Company may seek to recruit additional management personnel to supplement
        the
        incumbent management of the target business. The Company cannot assure you,
        however, that it will be able to recruit additional managers who have the
        requisite skills, knowledge or experience necessary to enhance the incumbent
        management and successfully operate the target business.
 
 *In
        our search for an appropriate combination partner, we will have to compete
        with
        other entities with more experience and greater resources; after a successful
        business combination we will have to face the competitors of the operating
        company we combine with.*
 
 The
        Company may encounter intense competition from other entities seeking to
        combine
        with a privately held operating company. Many of these entities, including
        financial consulting companies and venture capital firms, have longer operating
        histories and have extensive experience in identifying and effecting business
        combinations. Many of these competitors also possess significantly greater
        financial, technical and other resources than does the Company. Kent
        International cannot assure you that it will be able to effectively compete
        with
        these entities. Consequently, Kent International may acquire a company with
        less
        favorable prospects then it would otherwise prefer, thus making its long-term
        prospects for success less likely.
  5
  If
        the
        Company effects a business combination, it will become subject to competition
        from the competitors of the acquired business. In particular, industries
        that
        experience rapid growth frequently attract larger numbers of competitors,
        including competitors with greater financial, marketing, technical and other
        resources than the Company. The Company cannot ascertain the level of
        competition it will face if it effects a business combination, and it cannot
        assure you that it will be able to compete successfully with these
        competitors.
 
 *The
        Pink Sheets are characterized by high volatility which may negatively affect
        our
        stock price.*
 
 Our
        common stock is quoted on the Pink Sheets under the symbol “KNTH”. The Pink
        Sheets and the price of our common stock are characterized by high volatility.
        The Company cannot guarantee any market for its shares of common stock, and
        cannot guarantee that any stable market for its shares of common stock will
        develop or be sustained. The Company cannot predict the effect, if any, that
        our
        business activities or a business combination might have on the market
        price.
 
 **Employees**
 
 As
        of
        December 31, 2006, Dr. Qun Yi Zheng, Kent International’s President, was its
        only compensated employee.
 
 **ITEM
                  2.****-**
              **DESCRIPTION
                  OF PROPERTY**
 
 None
 
 **ITEM
                  3.****-**
              **LEGAL
                  PROCEEDINGS**
 
 None
 
 **ITEM
                  4.****-**
              **SUBMISSION
                  OF MATTERS TO A VOTE OF SECURITY
                  HOLDERS**
 
 None
  6
  **PART
        II**
 
 **ITEM
                  5.****-**
              **MARKET
                  FOR COMMON EQUITY AND RELATED STOCKHOLDER
                  MATTERS**
 
 **Shareholders
        of Record**
 
 At
        February 28, 2007, the Company had approximately 398 stockholders of
        record.
 
 **Market
        Information**
 
 On
        July
        22, 2005, the Company received notice from The Nasdaq Stock Market, Listing
        Qualification Department, that the staff had determined that the Company’s
        securities would be delisted from The Nasdaq SmallCap Market. The Company’s
        securities were delisted at the opening of business on August 2, 2005. The
        Company did not appeal the staff’s determination. Since August 2, 2005, the
        Company’s common stock has been quoted on The Pink Sheets, first under the
        symbol “CRTQ” and then, effective June 8, 2006, under the symbol “KNTH”. The
        table below lists the high and low bid prices for the common stock as reported
        by Nasdaq and in The Pink Sheets for the periods indicated. These prices
        represent inter-dealer quotations without retail markups, markdowns or
        commissions, and may not represent actual transactions.
 
 Calendar
                  Quarter Ended:
              
              High
              
              Low2006
              
              March
                31
              
              $
              2.72
              
              $
              1.50June
                30
              
              
              2.71
              
              
              1.50September
                30
              
              
              2.67
              
              
              2.25December
                31
              
              
              2.65
              
              
              2.452005
              
              March
                31
              
              $
              3.25
              
              $
              2.95June
                30
              
              
              3.31
              
              
              2.95September
                30
              
              
              3.55
              
              
              2.00December
                31
              
              
              2.83
              
              
              1.50
 
 **Dividends**
 
 The
        Company has not paid any cash dividends on its common stock since its inception
        and does not anticipate paying any cash dividends in the foreseeable
        future.
 
 **Repurchase
        Plans**
 
 In
        October 2000, the Board of Directors approved a stock repurchase program
        authorizing the Company to repurchase up to 320,000 shares of its Common
        Stock
        at prices deemed favorable from time to time in the open market or in privately
        negotiated transactions subject to market conditions, the Company’s financial
        position and other considerations. This program has no expiration date. Although
        no shares were repurchased during the quarter ended December 31, 2006, between
        October 2000 and December 31, 2006 a total of 184,464 shares of Common Stock
        were repurchased for approximately $627,328, resulting in 135,536 shares
        remaining authorized for repurchase under the program. All shares repurchased
        were returned to the status of authorized but unissued shares.
  7
  **Equity
        Compensation Plan Information**
 
 The
        following table sets forth information about the shares of the Company’s common
        stock that may be issued upon the exercise of options granted to employees
        under
        the Company’s 1986 Stock Option Plan, the Company’s 1993 Equity Incentive Option
        Plan, the Company’s 1992 Non-employee Directors’ Stock Option Plan as well as
        other options awarded to Directors and consultants:
 
 Plan
                  Category
              
              (a)
                  Number of Securities to be Issued Upon Exercise of Outstanding
                  Options,
                  Warrants and Rights
              
              (b)
                  Weighted-Average Exercise Price of Outstanding Options, Warrants
                  and
                  Rights
              
              (c)
                  Number of Securities Remaining Available for Future Issuance Under
                  Equity
                  Compensation Plans Excluding Securities Reflected in Column
                  (a)**Equity
                  Compensation Plans Approved by Security Holders**1986
                  Stock Option Plan
              
              
              100,000
              
              $
              3.50
              
              
              200,0001993
                  Equity Incentive Plan
              
              
              190,000
              
              
              3.521992
                  Non-employee Directors' Stock Option Plan
              
              
              850
              
              
              7.34**Equity
                  Compensation Plans not Approved by Security
                  Holders**Options
                  awarded to certain Directors and consultants
              
              
              300
              
              
              7.34
              
              
              -Total
              
              
              291,150
              
              $
              3.53
              
              
              200,000
 
 The
        Company’s 1986 Stock Option Plan (“1986 Plan”) authorizes the grant of stock
        options to officers and employees of the Company to purchase an aggregate
        of
        300,000 shares of common stock. On December 19, 1997, the Board of Directors
        effectively suspended future grants of options under the 1986 Plan to the
        extent
        that any such grant would increase the shares subject to outstanding grants
        above the amount as of such date. On June 19, 2000, the Board of Directors
        restored the 1986 Plan. In 2000, 230,000 stock options were issued under
        the
        1986 Plan at prices ranging from $3.50 to $3.6875, the approximate fair market
        values at the time of grant. No options were granted in 2006 or 2005.
 
 The
        Company’s 1993 Equity Incentive Plan (“1993 Plan”), approved by the stockholders
        on May 10, 1994, authorizes the issuance of 340,000 shares through the grant
        of
        options to purchase common stock, stock bonuses, and rights to purchase
        restricted stock. On December 19, 1997, the Board of Directors effectively
        suspended further grants of options under the 1993 Plan to the extent that
        any
        such grant would increase the shares subject to outstanding grants above
        the
        figures as of such date. On June 19, 2000, the Board of Directors restored
        the
        1993 Plan. In 2000, 150,000 stock options were issued under this plan at
        $3.50
        per share, the approximate fair market value at the time of grant. The 1993
        Plan
        was terminated on December 9, 2003 and no further options may be awarded
        under
        this plan.
  8
  The
        stock
        options granted under either plan may be incentive stock options (“ISO”) or
        nonstatutory stock options (“NSO”). The Board of Directors may set the rate at
        which the options expire, subject to limitations discussed below. However,
        no
        options shall be exercisable after the tenth anniversary of the date of grant
        or, in the case of ISOs, three months following termination of employment,
        except in cases of death or disability, for which the time or exercisability
        is
        extended. In the event of dissolution, liquidation or other corporate
        reorganization, all stock options outstanding under the 1986 Plan and the
        1993
        Plan would become exercisable in full.
 
 ISOs
        may
        not be granted at an exercise price of less than the fair market value of
        the
        common stock at the date of grant. If an ISO is granted to an employee who
        owns
        more than 10% of the Company’s total voting stock, such exercise price shall be
        at least 110% of fair market value of the common stock, and the ISO shall
        not be
        exercisable until after five years from the date of grant. The exercise price
        of
        each NSO may not be less than 85% of the fair market value of the common
        stock
        at the date of grant.
 
 Each
        of
        these plans also provides for stock appreciation rights, which may be granted
        with respect to any stock option. No stock appreciation rights have been
        granted
        through December 31, 2006.
 
 The
        Company’s 1992 Non-employee Directors’ Stock Option Plan (“1992 Plan”)
        authorizes the granting of options to purchase up to 80,000 shares of common
        stock to the non-employee directors of the Company. The plan was originally
        approved by the stockholders on May 17, 1993, and an amendment to the plan
        was
        approved **** by
        the
        stockholders on May 10, 1994. The 1992 Plan was terminated on December 31,
        1997
        and no further options may be awarded under this plan.
  9
  **ITEM
                  6.****-**
              **MANAGEMENT’S
                  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                  OPERATIONS**
 
 The
        following discussion and analysis should be read in conjunction with the
        Company’s Financial Statements and Notes thereto included elsewhere in this Form
        10-KSB. Statements in this report relating to future plans, projections,
        events
        or conditions are forward-looking statements. Such statements are subject
        to
        risks and uncertainties that could cause actual results to differ materially
        from those projected and include, but are not limited to, the risks discussed
        below, the risks discussed in the section of this Form 10-KSB entitled
“Description of Business” and risks discussed elsewhere in this Form 10-KSB. The
        Company expressly disclaims any obligation or undertaking to update these
        statements in the future.
 
 **Organization**
 
 The
        Company, previously known as Cortech, Inc., was a biopharmaceutical company
        whose primary focus had been the discovery and development of novel therapeutics
        for the treatment of inflammatory disorders. Specifically, Cortech had directed
        its research and development efforts principally toward protease inhibitors
        and
        bradykinin antagonists. Although these efforts produced certain intellectual
        property rights, these rights are currently recorded at nil value as the
        Company
        is not currently marketing them.
 
 In
        response to disappointing test results and its loss of collaborative partner
        support, Cortech implemented a series of workforce reductions which resulted
        in
        the Company having no compensated employees from 1999 until November 2005,
        and
        effectively discontinued all internal research and development activities.
        In
        addition, in 1998 Cortech decommissioned its laboratories and sold all of
        its
        remaining scientific, technical and office equipment. As a result of these
        actions, Cortech no longer had the staff or operative facilities required
        to
        conduct internal research and development activities.
 
 On
        May
        25, 2006, Cortech was reincorporated in Nevada by a merger with its wholly
        owned
        subsidiary, Kent International Holdings, Inc. The reincorporation effected
        a
        change in Cortech’s legal domicile from Delaware to Nevada and a change in the
        name from Cortech, Inc. to Kent International Holdings, Inc.
 
 On
        August
        9, 2006 and November 11, 2006, the Company incorporated in Nevada two wholly
        owned subsidiaries named Kent MediChem China, Inc. and Kent Laboratories
        China,
        Inc., respectively. These subsidiaries are currently inactive.
 
 **Business
        Activities**
 
 In
        November 2005, the Company hired Dr. Qun Yi Zheng as its President. From
        1995 to
        2005, Dr. Zheng was associated with Pure World, Inc., a leading manufacturer
        of
        natural products. Dr. Zheng was President of Pure World from January 2004
        until
        it was sold in July 2005. Under Dr. Zheng, Kent International intends to
        pursue
        business opportunities in China and the United States. The Company may consider
        potential opportunities in a number of areas including, but not limited to,
        outsourcing for U.S. companies, consulting for U.S. and non U.S. companies
        interested in cross-border business relationships, surveys of small businesses
        for sale in China and the United States and import/export distribution
        contracts.
 
 Additionally,
        Kent International is developing a niche social networking website, www.chinauspals.com ,
        designed to promote cultural exchange between the citizens of the United
        States
        and those of the People’s Republic of China. Membership to the site will be
        free, thus, any potential revenues will be derived from advertisements placed
        on
        the site by third parties. The site will provide users with access to other
        users’ personal profiles and enable the user to send private messages to other
        registered users of similar interests in order to develop lasting friendships
        or
        simply attain a pen pal. Chinauspals.com will also feature user generated
        discussion forums and the ability to view content in both English and Simplified
        Chinese. A beta version of the site was launched in February 2007 and a fully
        operational version is expected to be launched by July 2007; however, possible
        technical, political and personnel issues may lead to delays beyond July
        2007.
  10
  We
        face
        the risk that our website will not be viewable in China or will be deliberately
        blocked by the government of the People’s Republic of China. Internet usage and
        content are heavily regulated in China and compliance with these laws and
        regulations may cause us to change or limit our business practices in a manner
        adverse to our business.
 
 The
        Company does not expect that these activities will generate any significant
        revenues for an indefinite period as these efforts are in their early stages.
        As
        a result, these programs may produce significant losses until such time as
        meaningful revenues are achieved.
 
 **Results
        of Operations**
 
 Kent
        International had a net loss of $212,000, or $.06 basic and fully diluted
        loss
        per share, for the year ended December 31, 2006 compared to a net loss of
        $84,000, or $0.02 basic and fully diluted income per share, for the year
        ended
        December 31, 2005. The increase in the net loss was a result of the Company’s
        increased personnel and business development expenses which were offset by
        increased interest revenue on investments and cash equivalents and a one-time
        sale of certain of the Company’s patents as discussed below.
 
 **Revenues**
 
 Revenues
        were $564,000 and $337,000 for the years ended December 31, 2006 and 2005,
        respectively. Interest income increased to $512,000 in 2006 from $326,000
        in
        2005 due to higher yields on invested balances. The Company recorded $52,000
        in
        other income in 2006, of which $50,000 was related to the one time sale of
        certain of the Company’s pharmaceutical patent rights to Accuthera, Inc., a
        Colorado corporation, in September 2006. In 2005, other income of $11,000
        was
        earned in connection with a patent licensing agreement . These patents were
        previously recorded on the Company’s books at a zero carrying value and the
        Company does not anticipate significant earnings in the future in connection
        with either agreement.
 
 **Expenses**
 
 General
        and administrative expenses were $775,000 in 2006 compared to $420,000 in
        2005.
        This increase can be attributed to personnel expenses, management fees and
        other
        expenses as discussed below.
 
 Management
        fees increased to $252,000 in 2006 from $204,000 in 2005 due to a $6,000
        increase, effective September 2005, in the monthly management fee paid to
        an
        affiliated entity. (See Other Disclosures - Related Party Transactions in
        this
        Item 6 for more information about Management Fees.)
 
 Personnel
        expenses for 2006 were approximately $210,000, relating to salary and associated
        payroll taxes for the Company’s President who was hired in November 2005. In
        2005, personnel expenses were approximately $35,900. Personnel expenses were
        responsible for 49% of the increase in general and administrative expenses
        for
        the year ended December 31, 2006 as discussed above.
 
 All
        other
        expenses increased to $313,000 for the year ended December 31, 2006 from
        $180,100 for the year ended December 31, 2005, due primarily to an increase
        in
        travel expenses related to business development activities performed by the
        Company’s President. Additionally, the Company expended $18,000 in 2006 for
        legal and regulatory fees in connection with the reincorporation by merger
        between Cortech and Kent International.
  11
  **Liquidity
        and Capital Resources**
 
 At
        December 31, 2006, the Company had cash and cash equivalents of $26,000.
        Cash
        and cash equivalents consist of cash held in banks and brokerage firms. The
        Company had short-term investments, consisting of U.S. treasury bills with
        original maturities of six months, of $10.9 million at December 31, 2006.
        Working capital at December 31, 2006 was approximately $10.8 million. Management
        believes its cash and cash equivalents are sufficient for its business
        activities for the at least the next 12 months and for the costs of seeking
        an
        acquisition of an operating business.
  Net
        cash
        of $290,000 was used in operations during 2006, an increase of $187,000 over
        the
        $103,000 used in operations during 2005. This increase resulted primarily
        from
        the increased expenses as described in the Expenses section of the Management’s
        Discussion and Analysis above. Net cash used in operations during 2005 was
        primarily the result of the net loss.
 
 Net
        cash
        of $41,000 was used for investing activities in 2006 principally for development
        of the social networking website.
 
 The
        Company used $68,000 for financing activities for the year ended December
        31,
        2006 to repurchase 24,984 shares of common stock compared to $3,000 to
        repurchase 1,000 shares during 2005.
 
 **Factors
        Which May Affect Future Results**
 
 Future
        earnings of the Company are dependent on interest rates earned on the Company’s
        invested balances and expenses incurred. The Company expects to incur
        significant expenses in connection with its objective of redeploying its
        assets
        into an operating business.
 
 **Other
        Disclosures - Related Party Transactions**
 
 A
        monthly
        management fee of $21,000 is paid to Kent Financial Services, Inc. (“Kent”), a
        Nevada corporation, for management services. These services include, among
        other
        things, periodic and other filings with the Securities and Exchange Commission,
        evaluating merger and acquisition proposals, internal accounting and shareholder
        relations. The Company believes that the management fee is less than the
        cost
        for the Company to perform these services. This arrangement may be terminated
        at
        will by either party. Kent was the beneficial owner of approximately 53.22%
        of
        the Company’s outstanding common stock at December 31, 2006. Paul O. Koether,
        Chairman of the Company is also the Chairman of Kent and the beneficial owner
        of
        approximately 55.38% of Kent’s outstanding common stock. Qun Yi Zheng, President
        of the Company is also the President of Kent and Bryan P. Healey, Chief
        Financial Officer of the Company is also the Chief Financial Officer of Kent.
 
 On
        May 1,
        2006, Kent entered into an employment agreement with Bryan P. Healey, CPA,
        to be
        Vice President and Chief Financial Officer of Kent and Kent International
        for an
        initial two-year term. Mr. Healey is the son-in-law of Paul O. Koether, Chairman
        of the Board and Chief Executive Officer of Kent and Kent
        International.
 
 **Off-Balance
        Sheet Arrangements**
 
 The
        Company has no off-balance sheet arrangements.
 
 **Contractual
        Commitments**
 
 The
        Company has no contractual commitments.
  12
  **Other
        Matters**
 
 As
        of
        December 31, 2006, Kent International had approximately $80.9 million of
        net
        operating loss carryforwards (“NOL”) for income tax purposes. In addition, Kent
        International has approximately $2.2 million of research and development
        and
        foreign tax credit carryforwards available to offset future federal income
        tax,
        subject to limitations for alternative minimum tax. The NOLs and tax credit
        carryforwards expire in various years from 2007 through 2025. Kent
        International’s use of operating loss carryforwards and tax credit carryforwards
        is subject to limitations imposed by the Internal Revenue Code. Management
        believes that the deferred tax assets as of December 31, 2006 do not satisfy
        the
        realization criteria set forth in SFAS No. 109 and has recorded a valuation
        allowance for the entire net tax asset. By recording a valuation allowance
        for
        the entire amount of future tax benefits, the Company has not recognized
        a
        deferred tax benefit for income taxes in its statements of
        operations.
 
 **ITEM
                  7.****-**
              **FINANCIAL
                  STATEMENTS**
 
 The
        financial statements filed with this item are listed below:
 
 Reports
        of Independent Registered Public Accounting Firms
 
 Financial
        Statements:
 
 Consolidated
        Balance Sheet as of December 31, 2006
 
 Consolidated
        Statements of Operations for the Years ended December 31, 2006 and
        2005
 
 Consolidated
        Statements of Cash Flows for the Years ended December 31, 2006 and
        2005
 
 Consolidated
        Statements of Stockholders’ Equity for the Years ended December 31, 2006 and
        2005
 
 Notes
        to
        Consolidated Financial Statements
  13
  **Report
        of Independent Registered Public Accounting Firm**
 
 To
        the
        Stockholders’ and Board of Directors of Kent International Holdings,
        Inc.
 
 We
        have
        audited the accompanying consolidated balance sheet of Kent International
        Holdings, Inc. (formerly Cortech, Inc.) as of December 31, 2006 and the related
        consolidated statements of operations, stockholders’ equity, and cash flows for
        the year ended December 31, 2006. These financial statements are the
        responsibility of the Company’s management. Our responsibility is to express an
        opinion on these financial statements based on our audit.
 
 We
        conducted our audit in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audit to obtain reasonable assurance about whether the financial
        statements are free of material misstatement. The Company is not required
        to
        have, nor were we engaged to perform, an audit of its internal control over
        financial reporting. Our audit included consideration of internal control
        over
        financial reporting as a basis for designing audit procedures that are
        appropriate in the circumstances, but not for the purpose of expressing an
        opinion on the effectiveness of the Company’s internal control over financial
        reporting. Accordingly, we express no such opinion. An audit also includes
        examining, on a test basis, evidence supporting the amounts and disclosures
        in
        the financial statements, assessing the accounting principles used and
        significant estimates made by management, as well as evaluating the overall
        financial statement presentation. We believe that our audit provides a
        reasonable basis for our opinion.
 
 In
        our
        opinion, the consolidated financial statements referred to above present
        fairly,
        in all material respects, the financial position of Kent International Holdings,
        Inc. (formerly Cortech, Inc.) as of December 31, 2006, and the results of
        their
        operations and their cash flows for the year ended December 31, 2006, in
        conformity with U.S. generally accepted accounting principles.
 
 
 /s/
        Paritz & Company, P.A.
 
 March
        27,
        2007
 Hackensack,
        New Jersey
  14
 
 **Report
        of Independent Registered Public Accounting Firm**
 
 To
        the
        Stockholders’ and Board of Directors of Kent International Holdings,
        Inc.
 
 We
        have
        audited the accompanying statements of operations, stockholders’ equity, and
        cash flows of Kent
        International Holdings, Inc. (formerly Cortech, Inc.) for
        the
        year ended December 31, 2005. These financial statements are the responsibility
        of the Company’s management. Our responsibility is to express an opinion on
        these financial statements based on our audit.
 
 We
        conducted our audit in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audit to obtain reasonable assurance about whether the financial
        statements are free of material misstatement. The Company is not required
        to
        have, nor were we engaged to perform, an audit of its internal control over
        financial reporting. Our audit included consideration of internal control
        over
        financial reporting as a basis for designing audit procedures that are
        appropriate in the circumstances, but not for the purpose of expressing an
        opinion on the effectiveness of the Company’s internal control over financial
        reporting. Accordingly, we express no such opinion. An audit also includes
        examining, on a test basis, evidence supporting the amounts and disclosures
        in
        the financial statements, assessing the accounting principles used and
        significant estimates made by management, as well as evaluating the overall
        financial statement presentation. We believe that our audit provides a
        reasonable basis for our opinion.
 
 In
        our
        opinion, the financial statements referred to above present fairly, in all
        material respects, the results of operations and cash flows of Kent
        International Holdings, Inc. (formerly Cortech, Inc.) for the year ended
        December 31, 2005, in conformity with U.S. generally accepted accounting
        principles.
 
 
 /s/
        Amper, Politziner & Mattia, P.C.
 
 March
        9,
        2006
 Edison,
        New Jersey
  15
 
 **KENT
        INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES**
 CONSOLIDATED
        BALANCE SHEET
 As
        of
        December 31, 2006
 (in
        thousands, except share and per share amounts)
 
 ASSETSCurrent
                  Assets:Cash
                  and cash equivalents
              
              $
              26Short-term
                  investments
              
              
              10,862Prepaid
                  expenses and other current assets
              
              
              21Total
                  current assets
              
              
              10,909Property
                  and equipment
              
              
              34Other
                  assets
              
              
              5Total
                  assets
              
              $
              10,948LIABILITIES
                  AND STOCKHOLDERS’ EQUITYCurrent
                  liabilities:Accounts
                  payable and accrued expenses
              
              $
              74Stockholders'
                  equity:Preferred
                  stock, $.002 par value; 2,000,000 shares authorized; none
                  outstanding
              
              
              -Common
                  stock, $.002 par value; 10,000,000 shares authorized; 3,569,956
                  shares
                  issued and outstanding
              
              
              7Additional
                  paid-in capital
              
              
              99,374Accumulated
                  deficit
              
              
              (88,507
              )Total
                  stockholders' equity
              
              
              10,874Total
                  liabilities and stockholders' equity
              
              $
              10,948
 
 
 See
        accompanying notes to consolidated financial statements.
  16
 
 **KENT
        INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES**
 CONSOLIDATED
        STATEMENTS OF OPERATIONS
 (in
        thousands, except per share amounts)
 
 Year
                  Ended December 31,2006
              
              2005Revenues:Interest
              
              $
              512
              
              $
              326Sale
                  of patent rights
              
              
              50Other
                  income
              
              
              2
              
              
              11Total
                  revenues
              
              
              564
              
              
              337Expenses:General
                  and administrative
              
              
              775
              
              
              420Loss
                  before income taxes
              
              
              (211
              )
              
              (83
              )Provision
                  for income taxes
              
              
              1
              
              
              1Net
                  loss
              
              $
              (212
              )
              $
              (84
              )Basic
                  and diluted net loss per common share
              
              $
              (0.06
              )
              $
              (0.02
              )Basic
                  and diluted weighted average number of common shares
                  outstanding
              
              
              3,577
              
              
              3,596
 
 
 See
        accompanying notes to consolidated financial statements.
  17
 
 **KENT
        INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES**
 CONSOLIDATED
        STATEMENTS OF CASH FLOWS
 (in
        thousands)
  Year
                  Ended December 31,2006
              
              2005Cash
                  flows from operating activities:Net
                  loss
              
              $
              (212
              )
              $
              (84
              )Adjustments
                  to reconcile net loss to net cash used in operating
                  activities:Interest
                  receivable on short-term investments
              
              
              (4
              )Change
                  in prepaid expenses and other current assets
              
              
              (14
              )
              
              (5
              )Change
                  in other assets
              
              
              (5
              )Change
                  in accounts payable and accrued expenses
              
              
              (55
              )
              
              (14
              )Net
                  cash used in operating activities
              
              
              (290
              )
              
              (103
              )Cash
                  flows from investing activities:Purchase
                  of short-term investments
              
              
              (21,708
              )
              
              (10,851
              )Maturity
                  and sale of short-term investments
              
              
              21,701Acquisition
                  of property and equipment
              
              
              (34
              )Net
                  cash used in investing activities
              
              
              (41
              )
              
              (10,851
              )Cash
                  flows from financing activities:Repurchase
                  of common stock
              
              
              (68
              )
              
              (3
              )Net
                  cash used in financing activities
              
              
              (68
              )
              
              (3
              )Net
                  decrease in cash and cash equivalents
              
              
              (399
              )
              
              (10,957
              )Cash
                  and cash equivalents at beginning of year
              
              
              425
              
              
              11,382Cash
                  and cash equivalents at end of year
              
              $
              26
              
              $
              425Supplemental
                  disclosure of cash flow information:Cash
                  paid for:Taxes
              
              $
              1
              
              $
              1
 
 
 See
        accompanying notes to consolidated financial statements.
  18
 
 **KENT
        INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES**
 CONSOLIDATED
        STATEMENTS OF STOCKHOLDERS' EQUITY
 (in
        thousands)
 
 AdditionalCommon
                  Stock
              
              Paid
                  in
              
              AccumulatedShares
              
              Amount
              
              Capital
              
              Deficit
              
              TotalBalance
                  December 31, 2004
              
              
              3,596
              
              $
              7
              
              $
              99,445
              
              $
              (88,211
              )
              $
              11,241Repurchase
                  of common stock
              
              
              (1
              )
              
              
              
              
              (3
              )
              
              
              
              
              (3
              )Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              (84
              )
              
              (84
              )Balance
                  December 31, 2005
              
              
              3,595
              
              
              7
              
              
              99,442
              
              
              (88,295
              )
              
              11,154Repurchase
                  of common stock
              
              
              (25
              )
              
              
              
              
              (68
              )
              
              
              
              
              (68
              )Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              (212
              )
              
              (212
              )Balance
                  December 31, 2006
              
              
              3,570
              
              $
              7
              
              $
              99,374
              
              $
              (88,507
              )
              $
              10,874
 
 
 See
        accompanying notes to consolidated financial statements.
  19
  **KENT
        INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES**
 **Notes
        to Consolidated Financial Statements**
 For
        the
        Years Ended December 31, 2006 and 2005
 
 **NOTE
                  1  -**
              **Organization
                  and Nature of Business**
 
 The
        Company, previously known as Cortech, Inc., was a biopharmaceutical company
        whose primary focus had been the discovery and development of novel therapeutics
        for the treatment of inflammatory disorders. Specifically, Cortech had directed
        its research and development efforts principally toward protease inhibitors
        and
        bradykinin antagonists. These efforts produced certain intellectual property
        rights.
 
 In
        response to disappointing test results and its loss of collaborative partner
        support, Cortech implemented a series of workforce reductions which resulted
        in
        the Company having no compensated employees from 1999 until November 2005,
        and
        effectively discontinued all internal research and development activities.
        In
        addition, in 1998 Cortech decommissioned its laboratories and sold all of
        its
        remaining scientific, technical and office equipment. As a result of these
        actions, Cortech no longer had the staff or operative facilities required
        to
        conduct internal research and development activities.
 
 On
        May
        25, 2006, Cortech was reincorporated in Nevada by a merger with its wholly
        owned
        subsidiary, Kent International Holdings, Inc. The reincorporation effected
        a
        change in Cortech’s legal domicile from Delaware to Nevada and a change in the
        name from Cortech, Inc. to Kent International Holdings, Inc.
 
 **Nature
        of Business and Associated Risk**
 
 In
        November 2005, the Company hired Dr. Qun Yi Zheng as its President. From
        1995 to
        2005, Dr. Zheng was associated with Pure World, Inc., a leading manufacturer
        of
        natural products. Dr. Zheng was President of Pure World from January 2004
        until
        it was sold in July 2005. Under Dr. Zheng, Kent International intends to
        pursue
        business opportunities in China and the United States. The Company may consider
        potential opportunities in a number of areas including, but not limited to,
        outsourcing for U.S. companies, consulting for U.S. and non U.S. companies
        interested in cross-border business relationships, surveys of small businesses
        for sale in China and the United States and import/export distribution
        contracts.
 
 Additionally,
        Kent International is developing a niche social networking website, www.chinauspals.com ,
        designed to promote cultural exchange between the citizens of the United
        States
        and those of the People’s Republic of China. Membership to the site will be
        free, thus, any potential revenues will be derived from advertisements placed
        on
        the site by third parties. The site will provide users with access to other
        users’ personal profiles and enable the user to send private messages to other
        registered users of similar interests in order to develop lasting friendships
        or
        simply attain a pen pal. Chinauspals.com will also feature user generated
        discussion forums and the ability to view content in both English and Simplified
        Chinese. A beta version of the site was launched in February 2007 and a fully
        operational version is expected to be launched by July 2007; however, possible
        technical, political and personnel issues may lead to delays beyond July
        2007.
 
 We
        face
        the risk that our website will not be viewable in China or will be deliberately
        blocked by the government of the People’s Republic of China. Internet usage and
        content are heavily regulated in China and compliance with these laws and
        regulations may cause us to change or limit our business practices in a manner
        adverse to our business.
 
 The
        Company does not expect that these activities will generate any significant
        revenues for an indefinite period as these efforts are in their early stages.
        As
        a result, these programs may produce significant losses until such time as
        meaningful revenues are achieved.
  20
  **NOTE
                  2  -**
              **Significant
                  Accounting Policies**
 
 **Use
        of Estimates**
 
 The
        preparation of financial statements in conformity with accounting principles
        generally accepted in the United States of America requires management to
        make
        estimates and assumptions that affect the reported amounts of assets and
        liabilities and disclosure of contingent assets and liabilities at the date
        of
        the financial statements and the reported amounts of revenue and expenses
        during
        the reporting period. Actual results could differ from those estimates.
 
 **Principles
        of Consolidation**
 
 The
        consolidated financial statements include the accounts of Kent International
        Holdings, Inc. (the “Company” or “Kent International”) and its wholly owned
        subsidiaries, Kent MediChem China, Inc. and Kent Laboratories China, Inc.
        Intercompany balances and transactions between the Company and its subsidiaries
        have been eliminated.
 
 **Cash
        and Cash Equivalents**
 
 Cash
        and
        cash equivalents consist of cash in banks and brokerage firms.
 
 **Short-term
        Investments**
 
 Short-term
        investments consist of U.S. Treasury Bills with original maturities of six
        months and are valued at cost plus accrued interest, which approximates fair
        value.
 
 **Website
        Development Costs**
 
 The
        Company has capitalized certain website development and equipment costs totaling
        approximately $33,523 during 2006. The estimated useful life of costs
        capitalized is evaluated for each specific component and ranges from three
        to
        five years. Capitalized website development and equipment costs are included
        in
        property and equipment, net.
 
 **Basic
        and Diluted Net Loss Per Share**
 
 Basic
        loss per common share is computed by dividing the net loss by the
        weighted-average number of common shares outstanding. Diluted loss per share
        is
        computed by dividing the net loss by the sum of the weighted-average number
        of
        common shares outstanding plus the dilutive effect of shares issuable through
        the exercise of stock options.
 
 We
        have
        excluded 291,150 and 357,130 Common Stock options from the calculation of
        diluted loss per share for the years ended December 31, 2006 and 2005,
        respectively, which, if included, would have an antidilutive
        effect.
 
 **Income
        Taxes**
 
 The
        Company recognizes deferred tax assets and liabilities related to the expected
        future tax consequences of events that have been recognized in the Company’s
        financial statements and tax returns. However, if it is more likely than
        not
        that some portion or all of the net deferred tax assets will not be realized,
        a
        valuation allowance is established and the tax benefit is not recognized
        in the
        statements of operations.
  21
  **New
        Accounting Pronouncements**
 
 In
        May
        2005, the FASB issued Statement 154, “ *Accounting
        Changes and Error Corrections, a replacement of APB Opinion No. 20 and FASB
        Statement No. 3* .”
The
        standard requires retrospective application to prior periods’ financial
        statements of a voluntary change in accounting principle unless it is deemed
        impracticable. The standard states that a change in method of depreciation,
        amortization or depletion for long-lived, non-financial assets be accounted
        for
        as a change in accounting estimate that is affected by a change in accounting
        principle. The standard was effective for accounting changes and corrections
        of
        errors made occurring in fiscal years beginning after December 15, 2005.
 
 In
        June
        2006, the FASB issued Interpretation No. 48, “ *Accounting
        for Uncertainty in Income Taxes - an Interpretation of FASB Statement No.
        109* .”
This
        Interpretation clarifies the accounting for uncertainty in income taxes
        recognized in an enterprise’s financial statements in accordance with FASB
        Statement No. 109, *Accounting
        for Income Taxes.* This
        Interpretation prescribes a recognition threshold and measurement attribute
        for
        the financial statement recognition and measurement of a tax position taken
        or
        expected to be taken in a tax return. This Interpretation also provides guidance
        on derecognition, classification, interest and penalties, accounting in interim
        periods, disclosure, and transition.
 
 The
        evaluation of a tax position in accordance with this Interpretation is a
        two-step process. The first step is recognition: The enterprise determines
        whether it is more likely than not that a tax position will be sustained
        upon
        examination, including resolution of any related appeals or litigation
        processes, based on the technical merits of the position. In evaluating whether
        a tax position has met the more-likely-than-not recognition threshold, the
        enterprise should presume that the position will be examined by the appropriate
        taxing authority that has full knowledge of all relevant information. The
        second
        step is measurement: A tax position that meets the more-likely-than-not
        recognition threshold is measured to determine the amount of benefit to
        recognize in the financial statements. The tax position is measured at the
        largest amount of benefit that is greater than 50 percent likely of being
        realized upon ultimate settlement.
 
 Tax
        positions that previously failed to meet the more-likely-than-not recognition
        threshold should be recognized in the first subsequent financial reporting
        period in which that threshold is met. Previously recognized tax positions
        that
        no longer meet the more-likely-than-not recognition threshold should be
        derecognized in the first subsequent financial reporting period in which
        that
        threshold is no longer met. Use of a valuation allowance as described in
        Statement 109 is not an appropriate substitute for the derecognition of a
        tax
        position. The requirement to assess the need for a valuation allowance for
        deferred tax assets based on the sufficiency of future taxable income is
        unchanged by this Interpretation.
 
 The
        standard is effective for fiscal years beginning after December 15, 2006,
        although earlier implementation is encouraged. Implementation of this standard
        is not expected to have an impact on the Company’s financial
        statements.
 
 FASB
        issued SFAS No. 157 ("SFAS 157") “ *Fair
        Value Measurements* ”
on
        September 15, 2006. SFAS 157 enhances existing guidance for measuring assets
        and
        liabilities using fair value. Previously, guidance for applying fair value
        was
        incorporated in several accounting pronouncements. The new statement provides
        a
        single definition of fair value, together with a framework for measuring
        it, and
        requires additional disclosure about the use of fair value to measure assets
        and
        liabilities. While the statement does not add any new fair value measurements,
        it does change current practice. One such change is a requirement to adjust
        the
        value of nonvested stock for the effect of the restriction even if the
        restriction lapses within one year. SFAS 157 is effective for financial
        statements issued for fiscal years beginning after November 15, 2007, and
        interim periods within those fiscal years. The adoption of SFAS 157 is not
        expected to have a material impact on the financial statements of the
        Company.
  22
  **NOTE
                  3  -**
              **Property,
                  Plant & Equipment**
 
 Net
        property, plant and equipment as December 31, 2006 consisted of (numbers
        in
        thousands):
 
 2006Office
                  Furniture and Equipment
              
              $
              8Capitalized
                  Web Design Costs
              
              
              2634Less:
                  Accumulated Depreciation
              
              
              -$
              34
 
 **NOTE
                  4  -**
              **Income
                  Taxes**
 
 As
        of
        December 31, 2006, the Company had approximately $81 million of net operating
        loss carryforwards (“NOL”) for income tax purposes and approximately $2.2
        million of research and development and foreign tax credit carryforwards
        available to offset future federal income tax, subject to limitations for
        alternative minimum tax. The NOLs and tax credit carryforwards expire in
        various
        years from 2007 through 2026.
 
 Income
        tax expense for the years ended December 31, 2006 and 2005 consisted entirely
        of
        New Jersey State income taxes. The income tax expense for the years ended
        December 31, 2006 and 2005 is different from the amount computed by multiplying
        total earnings before income taxes by the statutory Federal income tax rate
        of
        34%. The reasons for this difference and the related tax effect are as follows
        (in 000's):
 
 **2006**
              
              **2005**Loss
                  before income taxes
              
              $
              (212
              )
              $
              (83
              )Statutory
                  federal income tax rate
              
              
              34
              %
              
              34
              %Expected
                  income tax benefit
              
              
              (72
              )
              
              (28
              )Increase
                  in valuation allowance
              
              
              72
              
              
              28State
                  income tax expense
              
              
              1
              
              
              1Provision
                  for income tax
              
              $
              1
              
              $
              1
 
 Deferred
        income taxes reflect the net effects of (a) temporary differences between
        the
        carrying amounts of assets and liabilities for financial statement purposes
        and
        the amounts used for income tax purposes, and (b) operating loss and tax
        credit
        carryforwards.
 
 The
        tax
        effect of significant items comprising the Company’s net deferred tax asset as
        of December 31, 2006 is as follows (in 000's):
 **2006**Net
                  operating loss carryforwards
              
              $
              80,920Statutory
                  federal income tax rate
              
              
              34
              %Expected
                  income tax benefit
              
              
              27,513Research
                  and development and other credits
              
              
              2,23429,747Valuation
                  Allowance
              
              
              (29,747
              )Net
                  deferred tax asset
              
              $
              -
  23
  Management
        believes the deferred tax assets as of December 31, 2006 do not satisfy the
        realization criteria set forth in SFAS No. 109 and has recorded a valuation
        allowance for the entire net tax asset.
 
 The
        Tax
        Reform Act of 1986 contained provisions that may limit the NOL and credit
        carryforwards available to be used in any given year upon the occurrence
        of
        certain events, including significant changes in ownership of a company of
        greater than 50% within a three-year period which results in an annual
        limitation on the Company’s ability to utilize its NOLs and tax credit
        carryforwards from tax periods prior to the ownership change.
 
 **NOTE
                  5  -**
              **Operating
                  Leases**
 
 The
        Company leases an automobile under an operating lease agreement that expires
        in
        2008. The automobile lease expense totaled $18,490 and $7,468 during 2006
        and
        2005, respectively. The following is a schedule by year of future minimum
        rental
        payments required under the operating lease agreement:
 
 2007
              
              $
              18,4902008
              
              
              1,541$
              20,031
 
 The
        Company also leases administrative offices on a month-to-month basis. The
        Company may terminate this lease upon giving written notice at least three
        months in advance. Rent paid in each of the years ended December 31, 2006
        and
        2005 was $21,600.
 
 **NOTE
                  6  -**
              **Stockholders’
                  Equity**
 
 **Preferred
        Stock**
 
 The
        Company is authorized to issue 2,000,000 shares of $.002 par value preferred
        stock, which may be issued with various terms in one or more series, as the
        Board of Directors may determine. No preferred stock has been issued as of
        December 31, 2006.
 
 **Common
        Stock**
 
 In
        October 2000, the Board of Directors approved a stock repurchase program
        authorizing the Company to repurchase up to 320,000 shares of its Common
        Stock
        at prices deemed favorable from time to time in the open market or in privately
        negotiated transactions subject to market conditions, the Company’s financial
        position and other considerations. This program has no expiration date. During
        the years ended December 31, 2006 and 2005, the Company acquired 24,984 and
        840
        shares, respectively at a cost of $68,328 and $2,387, respectively. As of
        December 31, 2006, 135,536 shares remaining authorized for repurchase under
        the
        program. All shares repurchased were returned to the status of authorized
        but
        unissued shares.
 
 **Stock
        Option Plans**
 
 Kent
        International has issued certain common stock options to its employees,
        directors and consultants. At December 31, 2006, Kent International had 291,150
        common stock options outstanding.
  Until
        December 31, 2005, the Company applied Accounting Principles Board Opinion
        No.
        25 and related interpretations in accounting for its common stock options.
        Accordingly, no compensation cost had been recognized for the common stock
        options issued.
  24
  In
        December 2004, the FASB issued SFAS No. 123(R), " *Share-Based
        Payment* ,"
        (“SFAS
        123(R)”), a revision of SFAS 123, " *Accounting
        for Stock-Based Compensation* .”
SFAS
        123(R) requires that the compensation cost relating to share-based payment
        transactions be recognized in financial statements. The compensation cost
        is
        measured based on the fair value of the equity or liability instruments issued.
        SFAS 123(R) was effective as of the beginning of the first interim or annual
        period beginning after December 15, 2005. Kent International adopted SFAS
        123(R)
        on January 1, 2006. The adoption did not have an impact on the Company’s
        financial position or results of operations as all stock options granted
        to date
        were fully vested prior to January 1, 2006.
 
 The
        Company’s 1986 Stock Option Plan (“1986 Plan”) authorizes the grant of stock
        options to officers and employees of the Company to purchase an aggregate
        of
        300,000 shares of common stock. In 2000, 230,000 stock options were issued
        under
        the 1986 Plan at prices ranging from $3.50 to $3.6875, the approximate fair
        market values at the time of grant. No options were granted in 2006 or 2005.
 
 The
        Company’s 1993 Equity Incentive Plan (“1993 Plan”), approved by the stockholders
        on May 10, 1994, authorizes the issuance of 340,000 shares through the grant
        of
        options to purchase common stock, stock bonuses, and rights to purchase
        restricted stock. In 2000, 150,000 stock options were issued under this plan
        at
        $3.50 per share, the approximate fair market value at the time of grant.
        The
        1993 Plan was terminated on December 9, 2003 and no further options may be
        awarded under this plan.
 
 The
        stock
        options granted under either plan may be incentive stock options (“ISO”) or
        nonstatutory stock options (“NSO”). The Board of Directors may set the rate at
        which the options expire, subject to limitations discussed below. However,
        no
        options shall be exercisable after the tenth anniversary of the date of grant
        or, in the case of ISOs, three months following termination of employment,
        except in cases of death or disability, for which the time or exercisability
        is
        extended. In the event of dissolution, liquidation or other corporate
        reorganization, all stock options outstanding under the 1986 Plan and the
        1993
        Plan would become exercisable in full.
 
 ISOs
        may
        not be granted at an exercise price of less than the fair market value of
        the
        common stock at the date of grant. If an ISO is granted to an employee who
        owns
        more than 10% of the Company’s total voting stock, such exercise price shall be
        at least 110% of fair market value of the common stock, and the ISO shall
        not be
        exercisable until after five years from the date of grant. The exercise price
        of
        each NSO may not be less than 85% of the fair market value of the common
        stock
        at the date of grant.
 
 Each
        of
        these plans also provides for stock appreciation rights, which may be granted
        with respect to any stock option. No stock appreciation rights have been
        granted
        through December 31, 2006.
 
 The
        Company’s 1992 Non-employee Directors’ Stock Option Plan (“1992 Plan”)
        authorizes the granting of options to purchase up to 80,000 shares of common
        stock to the non-employee directors of the Company. The 1992 Plan was terminated
        on December 31, 1997 and no further options may be awarded under this
        plan.
 
 A
        summary
        of the status of the Company’s 1986 Plan, 1993 Plan and 1992 plan as of December
        31, 2006 and 2005 and changes during the years ended on those dates is presented
        below:
  25
 
 2006
              
              2005Shares
              
              Weighted-
                Average
                Exercise
                Price
              
              Range
                  of
                Exercise
                Price
              
              Shares
              
              Weighted-
                Average
                Exercise
                Price
              
              Range
                  of
                Exercise
                PriceOptions
                  outstanding at the beginning of the year
              
              
              350,880
              
              $
              4.27
              
              $
              3.50
                  - $12.80
              
              
              376,485
              
              $
              4.80
              
              $
              3.50
                  - $13.59__________
              
              
              
              
              
              
              
              
              __________Expired
              
              
              (60,030
              )
              $
              7.90
              
              $
              5.00
                  - $12.80
              
              
              (25,605
              )
              $
              11.96
              
              $
              9.69
                  - $13.59Options
                  outstanding at the end of the year
              
              
              290,850
              
              $
              3.52
              
              $
              3.50
                  - $7.34
              
              
              350,880
              
              $
              4.27
              
              $
              3.50
                  - $12.80Options
                  exercisable at the end of the year
              
              
              290,850
              
              $
              3.52
              
              $
              3.50
                  - $7.34
              
              
              350,880
              
              $
              4.27
              
              $
              3.50
                  - $12.80
 
 The
        status of other options awarded to certain directors and consultants is
        summarized below:
 
 2006
              
              2005Shares
              
              Weighted-
                Average
                Exercise
                Price
              
              Range
                  of
                Exercise
                Price
              
              Shares
              
              Weighted-
                Average
                Exercise
                Price
              
              Range
                  of
                Exercise
                PriceOptions
                  outstanding at the beginning of the year
              
              
              6,250
              
              $
              5.92
              
              $
              5.00
                  - $7.58
              
              
              6,250
              
              $
              5.92
              
              $
              5.00
                  - $7.58__________
              
              
              
              
              
              
              
              
              __________Expired
              
              
              (5,950
              )
              $
              5.85
              
              $
              5.00
                  - $7.58
              
              
              -
              
              
              -
              
              
              -Options
                  outstanding at the end of the year
              
              
              300
              
              $
              7.34
              
              $
              7.34
              
              
              6,250
              
              $
              5.92
              
              $
              5.00
                  - $7.58Options
                  exercisable at the end of the year
              
              
              300
              
              $
              7.34
              
              $
              7.34
              
              
              6,250
              
              $
              5.92
              
              $
              5.00
                  - $7.58
 
 For
        all
        options outstanding and exercisable at December 31, 2006, the exercise price
        ranges are:
 
 Options
                  Outstanding
              
              Options
                  ExercisableRange
                  of Exercise Prices
              
              Number
                  Outstanding at December 31, 2006
              
              Weighted
                  Average Remaining Life (in Years)
              
              Weighted
                  Average Exercise Price
              
              Number
                  Outstanding at December 31, 2006
              
              Weighted
                  Average Remaining Life (in Years)
              
              Weighted
                  Average Exercise Price$3.50
                  - 7.34
              
              
              291,150
              
              
              2.09
              
              $
              3.53
              
              
              291,150
              
              
              2.09
              
              $
              3.53
  **NOTE
                  7  -**
              **Related
                  Party Transactions**
 
 A
        monthly
        management fee of $21,000 is paid to Kent Financial Services, Inc. (“Kent”), a
        Nevada corporation, for management services. These services include, among
        other
        things, periodic and other filings with the Securities and Exchange Commission,
        evaluating merger and acquisition proposals, internal accounting and shareholder
        relations. The Company believes that the management fee is less than the
        cost
        for the Company to perform these services. This arrangement may be terminated
        at
        will by either party. Kent was the beneficial owner of approximately 53.22%
        of
        the Company’s outstanding common stock at December 31, 2006. Paul O. Koether,
        Chairman of the Company is also the Chairman of Kent and the beneficial owner
        of
        approximately 55.38% of Kent’s outstanding common stock. Qun Yi Zheng, President
        of the Company is also the President of Kent and Bryan P. Healey, Chief
        Financial Officer of the Company is also the Chief Financial Officer of Kent.
  26
  On
        May 1,
        2006, Kent entered into an employment agreement with Bryan P. Healey, CPA,
        to be
        Vice President and Chief Financial Officer of Kent and Kent International
        for an
        initial two-year term. Mr. Healey is the son-in-law of Paul O. Koether, Chairman
        of the Board and Chief Executive Officer of Kent and Kent
        International.
 
 **NOTE
                  8  -**
              **Transfer
                  of Patent Rights**
 
 On
        September 15, 2006, the Company entered into an asset purchase option agreement
        to transfer certain patent rights to Accuthera, Inc., a Colorado corporation,
        for $50,000 paid on September 15, 2006, and an additional $300,000 payable
        within the following thirty-six (36) months. These patents were previously
        recorded on the Company’s books at a zero carrying value. The agreement
        stipulates that Accuthera, Inc. can terminate the agreement at any time within
        the thirty-six (36) month period at which time the patent rights would revert
        back to the Company without any additional payment. The
        Company has not recorded revenue or a corresponding receivable for the
        additional payment as its receipt is believed
        to be uncertain .
  27
  **Item
                  8.**-
              **CHANGES
                  IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                  DISCLOSURE**
 
 Amper,
        Politziner & Mattia, P.C. (“APM”) served as Kent International’s independent
        registered public accounting firm for the fiscal years ended December 31,
        2005
        and 2004. On November 2, 2006, the Company dismissed APM as the Company’s
        independent registered public accounting firm and engaged Paritz & Company,
        P.A. (“Paritz”) as its new independent registered public accounting firm. As
        described below, the change in independent public accounting firms was not
        the
        result of any disagreement with APM.
 
 The
        reports of APM on the financial statements for the Company’s two most recent
        fiscal years ended December 31, 2005 and December 31, 2004, did not contain
        an
        adverse opinion or disclaimer of opinion and were not qualified or modified
        as
        to uncertainty, audit scope, or accounting principles. In connection with
        its
        audits for the years ended December 31, 2005 and December 31, 2004 and in
        the
        subsequent interim period through November 2, 2006 there were (1) no
        disagreements with APM on any matter of accounting principles or practices,
        financial statement disclosure, or auditing scope or procedure, which
        disagreements, if not resolved to the satisfaction of APM, would have caused
        them to make reference thereto in connection with its reports on the financial
        statements for such years or (2) reportable events.
 
 On
        November 2, 2006, the Board of Directors engaged Paritz as the Company’s
        independent registered public accounting firm for the fiscal year ending
        December 31, 2006, and to perform procedures related to the financial statements
        to be included in the Company’s quarterly report on Form 10-QSB, beginning with,
        and including, the quarter ending March 31, 2007. The Company had not consulted
        with Paritz during its two most recent fiscal years ended December 31, 2005
        and
        December 31, 2004, or during any subsequent interim period prior to its
        appointment as the Company’s auditor regarding (i) the application of accounting
        principles to a specified transaction, either completed or proposed or the
        type
        of audit opinion that might be rendered on the Company’s consolidated financial
        statements, and neither a written report was provided to the Company nor
        oral
        advice was provided that Paritz concluded was an important factor considered
        by
        the Company in reaching a decision as to the accounting, auditing or financial
        reporting issue; or (ii) any matter that was either the subject of disagreement
        (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related
        instructions) or a reportable event (within the meaning of Item 304(a)(1)(v)
        of
        Regulation S-K).
 
 **Item
                  8A.****-**
              **CONTROLS
                  AND PROCEDURES**
 
 As
        of the
        end of the period covered by this report, the Company carried out, under
        the
        supervision and with the participation of the Company’s management, including
        its Chief Executive Officer and Chief Financial Officer, an evaluation of
        the
        effectiveness of the design and operation of the Company’s disclosure controls
        and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities
        Exchange Act of 1934). Based upon that evaluation, the Chief Executive Officer
        and Chief Financial Officer concluded that the design and operation of these
        disclosure controls and procedures are effective. There was no change in
        the
        Company’s internal control over financial reporting (as defined in Rule
        13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during
        the
        quarter ended December 31, 2006, that has materially affected or is reasonably
        likely to materially affect the Company’s internal control over financial
        reporting.
 
 **Compliance
        with Section 404 of Sarbanes-Oxley Act**
 
 In
        order
        to achieve compliance with Section 404 of the Sarbanes-Oxley Act of 2002
        (the
“Act”) by December 31, 2007, the Company expects to begin, in fiscal 2007, the
        system and process documentation and evaluation needed to comply with Section
        404.
 
 **Item
                  8B****-**
              **OTHER
                  INFORMATION**
 
 None.
  28
  **PART
        III**
 
 **ITEM
                  9.****-**
              **DIRECTORS,
                  EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
                  SECTION
                  16(a) OF THE EXCHANGE
                  ACT**
 
 The
        information required under this item is incorporated by reference from Kent
        International’s 2007 Information Statement for its Annual Meeting of
        Stockholders to be held on May 21, 2007 (the “2007 Information
        Statement”).
 
 **ITEM
                  10.**-
              **EXECUTIVE
                  COMPENSATION**
 
 The
        information required under this item is incorporated by reference from Kent
        International’s 2007 Information Statement.
 
 **ITEM
                  11.**-
              **SECURITY
                  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
                  STOCKHOLDER MATTERS**
 
 The
        information required under this item is incorporated by reference from Kent
        International’s 2007 Information Statement.
 
 **ITEM
                  12.**-
              **CERTAIN
                  RELATIONSHIPS AND RELATED
                  TRANSACTIONS**
 
 The
        information required under this item is incorporated by reference from Kent
        International’s 2007 Information Statement.
 
 **ITEM
                  13.**-
              **EXHIBITS
                  AND REPORTS ON FORM
                  8-K**
 
 The
        following exhibits are filed as part of this report:
 
 ExhibitNumber
              
              Description
                  of Document2.1
              
              Agreement
                  and Plan of Merger dated as of April 28, 2006 by and between Cortech,
                  Inc.
                  and Kent International Holdings, Inc.(1)2.2
              
              Certificate
                  of Ownership and Merger of Cortech, Inc. with and into Kent International
                  Holdings, Inc., as filed with the Delaware Secretary of State on
                  May 25,
                  2006.(2)2.3
              
              Articles
                  of Merger of Cortech, Inc. and Kent International Holdings, Inc.,
                  as filed
                  with the Nevada Secretary of State on May 25, 2006.(2)3.1
              
              Articles
                  of Incorporation of Kent International Holdings, Inc.(1)3.2
              
              Bylaws
                  of Kent International Holdings, Inc.(1)3.3
              
              Certificate
                  of Designation for Series A Junior Participating Preferred Stock.(3)10.1
              
              Employment
                  Agreement dated November 25, 2005 between Cortech, Inc., and Dr.
                  Qun Yi
                  Zheng(4)**10.39
              
              Amended
                  and Restated 1986 Incentive Stock Option Plan of the Company.(5)**
  29
 10.40
              
              Amended
                  and Restated 1992 Non-employee Directors’ Stock Option Plan of the
                  Company.(6)**10.41
              
              1993
                  Equity Incentive Plan of the Company, as amended.(7)**10.97
              
              Form
                  of Option Agreement for Directors’ Non-Plan Options.(7)**21
              
              Subsidiaries
                ***23.1
              
              Consent
                  of Paritz & Company, P.A.***23.2
              
              Consent
                  of Amper, Politziner & Mattia, P.C.***31.1
              
              Certification
                  pursuant to Section 302 of the Sarbanes-Oxley Act of
                  200231.2
              
              Certification
                  pursuant to Section 302 of the Sarbanes-Oxley Act of
                  200232
              
              Certification
                  pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2002
 
 
 (1)
                Filed
                    as an exhibit to the Company’s Definitive Information Statement on Form
                    DEF 14C filed April 21, 2006, film number 06771307, and incorporated
                    herein by reference.
 
 (2)
                Filed
                    as an exhibit to the Company’s Form 8-K filed on June 2, 2006, and
                    incorporated herein by reference.
 
 (3)
                Filed
                    as an exhibit to the Company’s annual report on Form 10-K for the year
                    ended December 31, 1995, and incorporated herein by
                    reference.
 
 (4)
                Filed
                    as an exhibit to Cortech, Inc’s. Form 8-K filed on December 1, 2005, and
                    incorporated herein by reference.
                    **
 
 (5)
                Filed
                    as an exhibit to the Company’s Registration Statement of Form S-1, filed
                    October 13, 1992, file number 33-53244, or amendments thereto
                    and
                    incorporated herein by reference.
 
 (6)
                Filed
                    as an exhibit to the Company’s annual report on Form 10-K for the year
                    ended December 31, 1993, and incorporated herein by
                    reference.
 
 (7)
                Filed
                    as an exhibit to Cortech, Inc.’s annual report on Form 10-K for the year
                    ended December 31, 1997, and incorporated herein by
                    reference.
 **
              Compensatory
                  Plan.
 ***
              Filed
                  herewith.
 
 **Item
                  14.****-**
              **PRINCIPAL
                  ACCOUNTANT FEES AND
                  SERVICES**
 
 The
        information required under this item is incorporated by reference from Kent
        International’s 2007 Information Statement.
  30
  **SIGNATURES**
 
 In
        accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused
        this report to be signed on its behalf by the undersigned, thereunto duly
        authorized.
 
 
 KENT
                INTERNATIONAL HOLDINGS, INC.March
                  30, 2007
              
              By:
              /s/
                  Paul O. KoetherPaul
                O. KoetherChairman
                and Chief Executive Officer
 
 
 n
        accordance with the Exchange Act, this report has been signed by the following
        persons on behalf of the registrant and in the capacities and on the dates
        indicated.
 
 Signature
              
              Capacity
              
              Date/s/
                  Paul O. Koether
              
              Chairman
                  and Chief
              
              March
                  30, 2007Paul
                  O. Koether
              
              Executive
                  Officer(Principal
                  Executive Officer)/s/
                  Bryan P. Healey
              
              Chief
                  Financial Officer,
              
              March
                  30, 2007Bryan
                  P. Healey
              
              Treasurer
                  and Secretary(Principal
                  Financial and Accounting Officer)/s/
                  Qun Yi Zheng
              
              President
                  and Director
              
              March
                  30, 2007Qun
                  Yi Zheng/s/
                  Diarmuid Boran
              
              Director
              
              March
                  30, 2007Diarmuid
                  Boran/s/
                  James L. Bicksler
              
              Director
              
              March
                  30, 2007James
                  L. Bicksler/s/
                  Rocco Mastrodomenico
              
              Director
              
              March
                  30, 2007Rocco
                  Mastrodomenico




31